Gwendolyn Stacy noticed a lot of things about Peter Benjamin Parker. The blonde genius was slightly embarrassed to admit she had been keeping tabs on him. He was cute, with his lopsided grin and all-over-the-place dark brown hair. Plus, he was probably the smartest person she knew, besides herself. The thing that she noticed the most, however, was the dark blue bruises that he constantly had. As far as Gwen knew, the only two friends he had were Harry Osborn and Mary-Jane Watson, the girlfriend of Midtown High's resident football player, Flash Thompson. Flash was the big, blond jerk of the school. He loved to pick on anyone he could, especially outcasts. Harry was the guy everyone wanted to be around. He was rich and handsome with his short brown hair that was parted to the side. He always wore a smile that showed his blinding white teeth. Harry played football, and had a muscular build to show for it. Mary-Jane Watson was the redhead party girl. She was beautiful too. Many of the girls considered her to be the most beautiful girl in the school. Gwen was beautiful herself with her bright blue eyes, sweet smile, and platinum blond hair.

She exited the front doors of the school and walked down the stairs. As she passed by the alley next to the school's parking lot, she heard a loud grunting.

"Come on, Parker! Up!" shouted a voice she recognized as Flash's.

Feet shuffled and then a cry of pain. She turned into the alleyway to see Flash towering over Peter, who clutched his stomach.

"Flash!"

Flash jumped slightly before turning to look at her. "Yeah?"

"Go home," commanded Gwen, jerking her thumb in the direction of his house.

"But…"

"Now"

He shouldered his backpack and walked past Gwen, throwing her a dirty look before disappearing into the crowds. Gwen sighed and held out her hand to Peter. The brunette glanced up and grasped it. She pulled him up.

"Thanks," said Peter, avoiding eye contact.

"No problem. Come on, I'll take you to the school nurse to get looked at. You probably have a few bruised ribs."

"Thanks, but I'm fine," he replied with his sweet smile. "Maybe I'll see you around."

"Are you crazy? You can't go anywhere like that!" exclaimed Gwen.

But the young, mysterious teen had already hobbled into the crowds.

The day came and went. Peter woke up from his slumber, his hands clammy and his face covered in sweat. He woke up ahead of his alarm by thirty minutes. He got out of bed and threw on a black t-shirt and shorts, covering his twiggy frame. He glanced at his hair in the mirror before descending the stairs.

"Morning Aunt May, Uncle Ben," greeted the teen.

"Peter! You're up early," noted his uncle.

He grabbed himself some cereal, milk, and a spoon. "Yeah, I couldn't sleep very well."

He poured his milk and dug in.

"Are you excited about the field trip tomorrow?" asked his Aunt.

Peter furrowed his brow for a split second before his brown eyes widened. "Of course! Norman Osborn is a genius. I can't wait to see his work!"

His aunt and uncle grinned. He finished his bowl of cereal and placed it in the sink.

"I'm going to head to school. See you guys later," notified Peter, grabbing his lunch and backpack.

"See you later, Peter. Love you," replied his aunt and uncle.

"Love you too."

Peter sat at the bus stop for several minutes before he was collected. He walked to his seat in the back where he sat alone, save for Harry and Mary-Jane who sat across from him. He was pleasantly surprised to see the beautiful Gwen Stacy sitting in the back. She patted the leather next to her and he smiled before sitting down.

"Hey," she said.

"Uh…hi," he stuttered.

"You took quite a beating yesterday. How are you?"

"Just peachy," he replied sarcastically.

She stared at him. "You didn't even have yourself looked at, did you?"

"I uh…no."

He gave her a lopsided grin and rubbed his neck sheepishly.

"Peter, my man," called Harry, chewing on his gum.

Peter looked up to see the wide grin of his best friend.

"Hey buddy."

Harry stared at Gwen for several seconds.

"Damn, Pete," he whistled, winking at his friend.

"Where's MJ?" questioned Peter.

Harry jerked his thumb toward the front of the bus. "Boyfriend wanted her to sit next to him."

"Why doesn't she break up with him?" asked Gwen.

Harry shrugged his shoulders in reply and sat down. The bus took off.

"Are you looking forward to the OsCorp field trip tomorrow?" inquired Gwen.

"Are you kidding me? I've been waiting for that for months. Everything that has to do with science is at OsCorp!" exclaimed Peter.

"Here he goes again," said Harry, rolling his eyes.

Peter spent the rest of the bus ride bonding with Gwen. His first classes came and went. So far, the day was going rather well. The field trip was tomorrow. Once that was done, it was the weekend. Peter was feeling pleased until he passed by Mary-Jane and Flash kissing rather ferociously. His heart sunk at the sight, stomach turning over. How can one of my only friends be in love with the person who constantly torments me? Flash gave Mary-Jane one last kiss before walking down the hall. Peter practically shoved his face in his locker, trying to avoid Mary's attention. Tears welled in his eyes. Maybe she doesn't really care about me. He pulled his hood over his face and gently shut his locker, shouldering his backpack and walking slowly down the hall.

"Peter!" called Mary-Jane.

Just walk away.

"Peter, please wait!" cried Mary-Jane.

Just walk away.